The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 022 : Partnerships

Subchapter 008 : Winding up Partnership Business

• § 3271. Events causing dissolution and winding up of partnership business

  A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:

  (1) in a partnership at will, the partnership’s having notice from a partner, other than a partner who is dissociated under subdivisions 3251(2) through (10) of this title, of that partner’s express will to withdraw as a partner, or on a later date specified by the partner;

  (2) in a partnership for a definite term or particular undertaking:

  (A) the expiration of 90 days after a partner’s dissociation by death or otherwise under subdivisions 3251(6) through (10) of this title or wrongful dissociation under subsection 3252(b) of this title, unless before that time a majority in interest of the remaining partners, including partners who have rightfully dissociated pursuant to subdivision 3252(b)(2)(A) of this title, agree to continue the partnership;

  (B) the express will of all of the partners to wind up the partnership business; or

  (C) the expiration of the term or the completion of the undertaking;

  (3) an event agreed to in the partnership agreement resulting in the winding up of the partnership business;

  (4) an event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;

  (5) on application by a partner, a judicial determination that:

  (A) the economic purpose of the partnership is likely to be unreasonably frustrated;

  (B) another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or

  (C) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

  (6) on application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business:

  (A) after the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or

  (B) at any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)